Edgar Filing: Nuveen Minnesota Municipal Income Fund

Ownership Submission

FORM 4

Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue. See Instruction 1(b).

UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
STATEMENT OF CHANGES IN BENEFICIAL OWNERSHIP OF SECURITIES

Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934, Section 17(a) of the Public Utility Holding Company Act of 1935 or Section 30(h) of the Investment Company Act of 1940

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(Print or Type Responses)

1. Name and Address of Reporting Person ^*

BANK OF AMERICA CORP /DE/

2. Issuer Name and Ticker or Trading Symbol
Nuveen Minnesota Municipal Income Fund [NMS]

5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)

_____ Director	__X__ 10% Owner
_____ Officer (give title below)	_____ Other (specify below)

(Last)

(First)

(Middle)

BANK OF AMERICA CORPORATE CENTER, 100 N TRYON ST

3. Date of Earliest Transaction (Month/Day/Year)
07/01/2016

(Street)

CHARLOTTE, NC 28255

4. If Amendment, Date Original Filed(Month/Day/Year)

6. Individual or Joint/Group Filing(Check Applicable Line)
___ Form filed by One Reporting Person
_X_ Form filed by More than One Reporting Person

(City)

(State)

(Zip)

Table I - Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned

1.Title of Security (Instr. 3)	2. Transaction Date (Month/Day/Year)	2A. Deemed Execution Date, if any (Month/Day/Year)	3. Transaction Code (Instr. 8)		4. Securities Acquired (A) or Disposed of (D) (Instr. 3, 4 and 5)			5. Amount of Securities Beneficially Owned Following Reported Transaction(s) (Instr. 3 and 4)	6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	7. Nature of Indirect Beneficial Ownership (Instr. 4)
1.Title of Security (Instr. 3)	2. Transaction Date (Month/Day/Year)	2A. Deemed Execution Date, if any (Month/Day/Year)	Code	V	Amount	(A) or (D)	Price		6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	7. Nature of Indirect Beneficial Ownership (Instr. 4)
Variable Rate MuniFund Term Preferred Shares	07/01/2016		J⁽¹⁾⁽²⁾		252	D	⁽¹⁾	0	I	By Subsidiary ⁽²⁾ ⁽³⁾
Variable Rate MuniFund Term Preferred Shares	07/01/2016		J⁽¹⁾⁽²⁾		189	D	⁽¹⁾	0	I	By Subsidiary ⁽²⁾ ⁽³⁾
Variable Rate MuniFund Term Preferred Shares	07/01/2016		J⁽¹⁾⁽²⁾		339	A	⁽¹⁾	339	I	By Subsidiary ⁽²⁾ ⁽³⁾
Variable Rate MuniFund Term Preferred Shares	07/01/2016		J⁽¹⁾⁽²⁾		189	A	⁽¹⁾	189	I	By Subsidiary ⁽²⁾ ⁽³⁾

Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly.
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Table II - Derivative Securities Acquired, Disposed of, or Beneficially Owned
(e.g., puts, calls, warrants, options, convertible securities)

1. Title of Derivative Security
(Instr. 3)

2. Conversion or Exercise Price of Derivative Security

3. Transaction Date (Month/Day/Year)

3A. Deemed Execution Date, if any (Month/Day/Year)

4. Transaction Code
(Instr. 8)

5. Number of Derivative Securities Acquired (A) or Disposed of (D)
(Instr. 3, 4, and 5)

6. Date Exercisable and Expiration Date
(Month/Day/Year)

7. Title and Amount of Underlying Securities
(Instr. 3 and 4)

8. Price of Derivative Security
(Instr. 5)

9. Number of Derivative Securities Beneficially Owned Following Reported Transaction(s)
(Instr. 4)

10. Ownership Form of Derivative Security: Direct (D) or Indirect (I)
(Instr. 4)

11. Nature of Indirect Beneficial Ownership
(Instr. 4)

Code

(A)

(D)

Date Exercisable

Expiration Date

Title

Amount or Number of Shares

Reporting Owners

Reporting Owner Name / Address	Relationships
Reporting Owner Name / Address	Director	10% Owner	Officer	Other
BANK OF AMERICA CORP /DE/ BANK OF AMERICA CORPORATE CENTER 100 N TRYON ST CHARLOTTE, NC 28255		X
Banc of America Preferred Funding Corp 214 NORTH TRYON STREET CHARLOTTE, NC 28255		X
Blue Ridge Investments, L.L.C. 214 NORTH TRYON STREET CHARLOTTE, NC 28255		X

Signatures

/ s / Sarah Turner		07/06/2016
^**Signature of Reporting Person		Date
/ s / Edward Curland		07/06/2016
^**Signature of Reporting Person		Date
/ s / Edward Curland		07/06/2016
^**Signature of Reporting Person		Date

Explanation of Responses:

*	If the form is filed by more than one reporting person, see Instruction 4(b)(v).
**	Intentional misstatements or omissions of facts constitute Federal Criminal Violations. See 18 U.S.C. 1001 and 15 U.S.C. 78ff(a).
(1)	The disposition of shares occurred pursuant to an Purchase and Exchange Agreement among the Issuer, Banc of America Preferred Funding Corporation ("PFC") and Blue Ridge Investments, L.L.C. ("Blue Ridge") pursuant to which PFC and Blue Ridge exchanged 252 and 189 existing Variable Rate MuniFund Term Preferred Shares of NMS, respectively, for an equal number of newly issued Variable Rate MuniFund Term Preferred Shares, Series 2019, of NMS, and PFC purchased 87 newly issued Variable Rate MuniFund Term Preferred Shares, Series 2019, of NMS, respectively, for a purchase price of $100,000 per share.
(2)	This statement is jointly filed by Bank of America Corporation ("Bank of America"), PFC and Blue Ridge. Bank of America Corporation holds an indirect interest in the securities listed in Table I (the "Securities") by virtue of its indirect ownership of its subsidiaries PFC and Blue Ridge. 189 of the Securities are beneficially owned by PFC, and 339 of the Securities are beneficially owned by Blue Ridge. PFC and Blue Ridge are each indirect wholly owned subsidiaries of Bank of America
(3)	Each reporting person declares that neither the filing of this statement nor anything herein shall be construed as an admission that such person is, for the purposes of Section 13(d) of the US Securities Exchange Act of 1934 or any other purpose, (i) acting (or has agreed or is agreeing to act together with any other person) as a partnership, limited partnership, syndicate or other group for the purpose of acquiring, holding or disposing of securities of the Issuer or otherwise with respect to the Issuer or any securities of the Issuer or (ii) a member of any group with respect to the Issuer or any securities of the Issuer.
Remarks: Exhibits Index Exhibit 99.1 - Joint Filing Agreement Exhibit 99.2 - Joint Filer Information

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